Item 1.01. Entry into a Material Definitive Agreement.

On August 21, 2009, Orchids Paper Products Company (the "Registrant") entered into an underwriting agreement (the "Underwriting Agreement") with Stephens Inc. (the "Underwriter") relating to the issuance and sale of 750,000 shares of its common stock in a public offering at a price to the public of $18.50 per share and the grant to the Underwriter of an over-allotment option for up to an additional 112,500 shares. The Registrant expects that the gross proceeds of this offering will be approximately $13.2 million (or approximately $16.0 million if the underwriter exercises its over-allotment option in full).

This offering is being made pursuant to the Registrant's shelf registration statement on Form S-3 (Registration No. 333-160305) and a related prospectus supplement, each filed with the Securities and Exchange Commission.

The Underwriting Agreement includes customary representations, warranties and covenants by the Registrant. Under the terms of the Underwriting Agreement, the Registrant has agreed to indemnify the Underwriter against certain liabilities. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

The opinion of the Registrant's counsel as to the legality of the common stock is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On August 21, 2009 the Registrant issued a press release announcing the pricing of the offering. A copy of that press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. See the Exhibit Index which is hereby incorporated by reference.

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